有限责任公司不等比减资的规范适用

Normative Application of Unequal Capital Reduction in Limited Liability Companies

摘要: 有限责任公司不等比减资需全体股东合意，表现形式包括全体股东协议，经全体股东通过的决议、初始章程及经全体股东同意的修订章程。不等比减资属于实质减资，确保公司不处于亏损状态方可进行。合法减资应按减资比例以公司资产为基数向股东返还出资，股东在收回出资范围内对公司债务承担补充责任。违法减资的股东应将获得的财产退还给公司，无法退还的由其余赞成减资的股东负连带赔偿责任，承担赔偿责任后有权向获分配的股东追偿。

Abstract: A limited liability company cannot reduce its capital by unequal proportion without the unanimous consent of all shareholders. The forms of unequal proportion reduction of capital include agreements among all shareholders, resolutions passed by all shareholders, the initial articles of association, and revised articles of association approved by all shareholders. Unequal proportion reduction of capital is a substantive reduction of capital, and it is necessary to ensure that the company is not in a loss state before proceeding. Legal reduction of capital should return the investment to the shareholders proportionate to the reduction ratio based on the company’s assets, and the shareholders shall bear supplementary liability within the scope of the returned investment for the company’s debts. Shareholders who violate the law in reducing capital shall return the property they have obtained to the company, and those who cannot return it shall bear joint and several liabilities for compensation with the other shareholders who approve the reduction of capital. After bearing the liability, they have the right to recover the compensation from the shareholders who have received the distribution.